Offer And Distribution Restrictions:
This announcement and the Offer to Purchase do not constitute an offerto buy or the solicitation of an offer to sell the Notes in anyjurisdiction in which such offer or solicitation is unlawful, andoffers to sell by holders of Notes originating from any jurisdiction inwhich such offer or solicitation is unlawful will be rejected. In thosejurisdictions where the securities laws or other laws require the Offerto Purchase to be made by a licensed broker or dealer, the Offer toPurchase shall be deemed to be made on behalf of the Offeror by one ormore registered brokers or dealers licensed under the laws of suchjurisdiction. Neither the delivery of this announcement or the Offer toPurchase nor any purchase of Notes shall, under any circumstances,create any implication that there has been no change in the affairs ofthe Offeror, Zhaikmunai LLP or the guarantors of the Notes since thedate hereof, or that the information herein is correct as of any timesubsequent to the date hereof.
This announcement does not constitute and shall not, in anycircumstances, constitute a public offering nor an invitation to thepublic in connection with any offer within the meaning of the Directive2010/73/EU of the Parliament and Council of November 4, 2003 asimplemented by the Member States of the European Economic Area(the"Prospectus Directive"). The offer and sale of the New Notes will bemade pursuant to an exemption under the Prospectus Directive, asimplemented in Member States of the European Economic Area, from therequirement to produce a prospectus for offers of securities.
Belgium. In Belgium, neither this announcement, the Offer to Purchasenor the Tender Offer is being made, directly or indirectly, to, or forthe account of, any person other than "qualified investors" within themeaning of Article 6, paragraph 3 of the Law of April 1, 2007 on publictakeover bids (Loi relative aux offres publiques d'acquisition / Wet opde openbare overnamebiedingen) referring to Article 10 of the Law ofJune 16, 2006 on the public offering of securities and the admission ofsecurities to trading on regulated markets (Loi relative aux offrespubliques d'instruments de placement et aux admissions d'instruments deplacement a la negociation sur des marches reglementes / Wet op deopenbare aanbieding van beleggingsinstrumenten en de toelating vanbeleggingsinstrumenten tot de verhandeling op een gereglementeerdemarkt) and the Tender Offer does not therefore constitute a publictakeover bid pursuant to Article 6, paragraph 3, 2degrees of the Law ofApril 1, 2007 on public takeover bids. Accordingly, neither thisannouncement, the Offer to Purchase nor any other documents ormaterials relating to the Tender Offer have been or will be submittedfor approval or recognition to the Belgian Financial Services andMarkets Authority (Autorite des Services et Marches Financiers /Autoriteit voor Financiele Diensten en Markten) and hence the TenderOffer may not be advertised and neither this announcement, the Offer toPurchase nor any other memorandum, information circular, brochure orsimilar document relating to the Tender Offer may be distributed ormade available, directly or indirectly, to any person in Belgium otherthan to "qualified investors" within the meaning of Article 10 of theBelgian Law of June 16, 2006, acting for their own account. Insofar asBelgium is concerned, this announcement and the Offer to Purchase havebeen issued only for the personal use of qualified investors andexclusively for the purpose of the Tender Offer. Accordingly, theinformation contained in this announcement or the Offer to Purchase maynot be used for any other purpose or disclosed to any other person inBelgium.
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